Combination with Wavefield Inseis ASA · Total debt (455) 2,026 175(2) (29) 2,201 (484) Net debt...

Combination with Wavefield Inseis ASACombination with Wavefield Inseis ASA““Extending CGGVeritas technology leadership Extending CGGVeritas technology leadership Extending CGGVeritas technology leadership Extending CGGVeritas technology leadership

across Services and Equipmentacross Services and Equipment””

November November 1010thth, , 20082008

Today’s Presenting Team

► CGGVeritasRobert Brunck, CEO CGGVeritas

Thierry Le Roux COO CGGVeritasThierry Le Roux, COO CGGVeritas

Stéphane-Paul Frydman, CFO CGGVeritas

► Wavefield► WavefieldAnders Farestveit, Chairman Wavefield

Atle Jacobsen, CEO Wavefield

Erik Hokholt, CFO Wavefield

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Forward Looking Statements

This presentation contains forward-looking statements, including, without limitation,statements about CGGVeritas (“the Company”) plans, strategies and prospects and thepotential combination with Wavefield Inseis ASA discussed herein These forward-lookingpotential combination with Wavefield Inseis ASA discussed herein. These forward lookingstatements are subject to risks and uncertainties that may change at any time, and,therefore, the Company’s actual results may differ materially from those that wereexpected. The Company based these forward-looking statements on its currentassumptions expectations and projections about future events Although the Companyassumptions, expectations and projections about future events. Although the Companybelieves that the expectations reflected in these forward-looking statements arereasonable, it is very difficult to predict the impact of known factors and it is impossiblefor us to anticipate all factors that could affect our proposed results, in particular there

b t th ti ti i f th i iti th li tican be no assurance as to the consummation or timing of the acquisition or the realizationof any synergies. All forward-looking statements are based upon information available tothe Company as of the date of this presentation. Important factors that could causeactual results to differ materially from management's expectations are disclosed in theCompany’s periodic reports and registration statements filed with the SEC and the AMF.Investors are cautioned not to place undue reliance on such forward-looking statements.

The securities offered will not be or have not been registered under the Securities Act of

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1933 and may not be offered or sold in the United States absent registration or anapplicable exemption from the registration requirement of the Securities Act.

Transaction Terms

► On November 10th CGGVeritas announced its intention to make a voluntary tender offer for all outstanding shares of Wavefield ASA

100% share for share transaction 100% share for share transaction

One newly issued CGGVeritas ordinary share for each 7 Wavefield shares

Implied offer price of NOK15.9 as of the November 7, 2008 closing price

Implied equity consideration of NOK2 1 billion (approx US$310 million)Implied equity consideration of NOK2.1 billion (approx. US$310 million)

31% premium to Wavefield’s closing share price of November 7, 2008

► Offer is unanimously approved by Boards of Directors of CGGVeritas and WavefieldWavefield

► CGGVeritas has obtained commitments from shareholders holding together c.25% of capital to tender shares to the offer, including:

Sector Asset Management, the company's largest shareholderg , p y g

Board members and senior management

► Key conditions precedent to the tender offer to follow

85% acceptance threshold

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85% acceptance threshold

Regulatory clearance

No material adverse change affecting Wavefield

Key Investment Considerations

► Strengthens CGGVeritas' fleet capability and expertiseImmediately adds “high-end” vessels to our fleet

Recently equipped with Sercel technology

Fully operational – with backlog and visibility well into 2009Provides increased fleet management flexibilityCreates an operational team of leading talentsCreates an operational team of leading talents

► Expands product offering of Sercel with innovative technologyOptoplan’s seabed fiber optic systems for reservoir monitoringLeverages the combination of leading seabed know how and researchg gAccelerates market entry of next generation technologies

► Provides strong profitable growth potential with good visibility into 2009Develops overall positioning in both Services and Equipmentp p g q pAccess to broader business benefits in imaging and multi-client Strengthens and extends long term customer relationships

► Immediately accretive both on EPS and cash flow before synergies

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Extending technology leadership across Services and Equipment

Key Market Trends and Drivers

► Oil supply continues to be challenging

Reservoirs are getting more mature and new targets are more complex

Reserve replacement concerns persist

Depletion rates are increasingly high (recently raised to 6%)

► High-end seismic is increasingly in demand

Lowering the risks associated with finding and producingLowering the risks associated with finding and producing

Providing enhanced productivity and value

Driving advanced acquisition and imaging technologies and techniquesWide azimuth, Ultra-high resolution / Productivity

► Seismic accelerating across E&P workflow

Reservoir delineation, reservoir management, reservoir productionIncreased channel counts, 4D and permanent monitoring

Drive for life-of-field imagingg g

► Basis for profound changes

Seismic market size has doubled since 2005 driven by volume and contentFrom $6 billion to 12 billion

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Seismic is increasingly vital to meet the challenges today and into the future

Wavefield Brings A High-End, Recently Equipped Fleet

MID CAPACITY MID CAPACITY 33D/D/22DD

Geowave Endeavour ► 16 streamer capacity

► Year built: 2008

► TC contract final term 2015

Malene Østervold ► High end 2D vessel / Source w/ 3D capacity

► 2 streamer capacity

HIGH CAPACITY 3DHIGH CAPACITY 3D

► TC-contract – final term 2015

Geowave Voyager ► 12 streamer capacity

► Year built: 2008

► Sale & lease/back contract


► Year upgraded: 2007


Bergen Surveyor ► High-end 2D / Source w/ 3D capacity


d d 2006► Sale & lease/back contract

► Expected delivery in January 2009

Geowave Master ► 12 streamer capacity





Discoverer II ► 2D / source capacity► TC-contract – final term 2014

Geowave Champion ► 12 streamer capacity


► TC cont act final te m 2014


► BB-contract – final term end 2009

► Option(s): 2 x 1y extension

► Charter to commence July 2008


Geowave Commander ► 8 streamer capacity



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Source:Company data.Note: TC = Time Charter contract, BB = Bare Boat contract

“High-End” Combined Fleet HIGH CAPACITY 3D MID/LOW CAPACITY 3D/2D

17 high end vessels (19 by 2010) 10 low capacity 3D/2D vessels

CGGVeritas

X-Bow II► 16 streamers

X-Bow I► 16 streamers

Alizé► 14 streamers

Challenger► 12 streamers

Symphony► 12 streamers

Harmattan► 6 streamers

Venturer► 4 streamers

Voyager► 4 streamers

Vanquish VisionViking Amadeus Fohn Princess Pacific Sword Pacific Titanq► 12 streamers ► 10 streamers

g► 10 streamers ► 8 streamers ► 8 streamers ► 3 streamers ► 2 streamers ► 2 streamers

Search► 8 streamers

Orion► 8 streamers

Viking II► 8 streamers

Vantage► 8 streamers

Duke► 1 streamer

Wavefield

Total no of

Geowave Endeavour► 16 streamers

Geowave Voyager► 12 streamers

Geowave Champion► 12 streamers

Geowave Commander► 8 streamers

Geowave Master► 12 streamers

Bergen Surveyor► 2 streamers

Malene Ostervold► 2 streamers

Discoverer II► 1 streamers

► Current fleet strengthened to 17 high-end vessels without adding capacity to the market

Flexibility going forward

► High technolog content ith Se cel eq ipment ac oss the enti e fleet

Total no. of streamers 2009E: 118 + 60 = 178 streamers 2009E: 22 + 5 = 27 streamers(1)

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► High technology content with Sercel equipment across the entire fleet

High number of Sentinel streamersNote: Streamers numbers based on designed configuration capacity.(1) Does not include X-Bow I and II to be delivered in 2010

= to be delivered in 2010.

Wavefield Brings Fiber Optic Sea-bed Technology

Optoplan Seismic cable to be trenched at the sea bottom

►Optoplan is the leader in fiber optic technology

Acquired from Weatherford in 2007Acquired from Weatherford in 2007

Continued focus both on R&D and

manufacturing of innovative Fiber Optic

geophysical equipment

Fibre optic technology

Benefits from many years of R&D in optical

sensing technology: Optowave ™ is the

industry first fiber optic ocean-bottom

reservoir monitoring system

►Optoplan was recently awarded a contract

from ConocoPhillips to supply an Optowave ™

system for the Ekofisk field

D l f d i fib ►Development of more products using fiber

optic technology under way

Optoplan offers a strong fit with Sercel's technology platform and manufacturing expertise

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Optoplan to Strengthen Sercel’s Product Offering

► The Optowave ™ reservoir monitoring system is complementary to Sercel offering

► Both companies’ R&D teams have worked for several years on optical sensing ► Both companies R&D teams have worked for several years on optical sensing technology and developed a portfolio of patents

► The combination of Optoplan and Sercel will accelerate:

Developments: Leveraging on a broader portfolio of patentsp g g p p

Market entry: Benefiting from Sercel’s recognized expertise in manufacturing processes, product quality and global sales & marketing network

Permanent InstallationPermanent Installation

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A Strong Combined Backlog

► Two record backlogs combined

f ld b kl

Record Backlog

(In US$ million)

Wavefield backlog represents approximately one year of Wavefield revenue at 2008 prices

CGGVeritas backlog near $2 billion2,3852,500

3,000

g $

► Strong revenue visibility well into 2009

1,540

1,7801,900

1,500

2,000

120212

485500

1,000

02006 2007 Current

CGGVeritas Wavefield Combined

Source:Company data.

(1) (1) (2)

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p y(1) As at December 31.(2) As at September 30, 2008.

Enhanced Financial Profile

► Last Twelve Months for Wavefield: operating margin of c.30%

Key Statistics

LTM Actual data(1)

Preliminary pro forma estimates(US$ in millions)

► Combined group with $4 billion+ in sales and $1.7 billion EBITDA Revenues(2) 4,019

Combined

3343,685

CGGVeritas Wavefield+2009E street estimates are c. US$560million

► Increasing contribution of Wavefield in 2009 Operating

income

EBITDA(3)

890

1,676

101

152

789

1,524

Net income 49674422

Cash flow from operations

1,1961181,078

Employees 8,4293208,109

Total Capex 1,092270(5)822(4)

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Source:Company data.Note: CGGVeritas' financials based on a average $ / € average rate for each quarter.

(1) LTM = Preliminary estimated last twelve months figures, as at September 30, 2008.

(2) Operating revenues.(3) EBITDA before MC Amortization.(4) Of which $569million in Multi-Client Library.(5) Of which $23million in Multi-Client Library.

A Sound Balance Sheet

LTM Actual data(1)

Preliminary pro forma estimates(US$ in millions)

CGGVeritas Wavefield Combined

Cash

Total debt

(455)

2,026 175(2)

(29)

2,201

(484)

Net debt

LTM EBITDA

1,572

1,524

146 1,718

152 1,676

► All shares transaction preserves CGGVeritas’ sound balance sheet

Net debt / LTM EBITDA 1.0x 1.0x 1.0x

► All shares transaction preserves CGGVeritas’ sound balance sheet

► Long-term debt with no near-term maturities

► Cash position and expected future free cash flow

► Strong debt coverage ratios

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Source:Company data.Note: CGGVeritas' financials based on a average $ / € average rate for each quarter.

(1) LTM = Preliminary estimated last twelve months figures, as at September 30, 2008.(2) Including $143million of financial lease obligations.

Indicative Timetable

Key events Date

Filing of offer documentation with the AMF and OSE On or about November 13, 2008

On or about

Offer period closes On or about December 12, 2008

Opening of the offer On or about November 24, 2008

Settlement of the offer Around mid December 2008

Mandatory offer/squeeze out Early 2009

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The exchange offer for the entirety of the share capital of Wavefield will commence as soon as regulatory and legal conditions permit, which is currently expected to be on or about 24 November 2008. Similarly, the offer will expire as soon as regulatory and legal conditions permit, which is currently expected to be on or about 12 December 2008. Our current anticipated timetable is presented above.

Closing Remarks

Extending technology leadership across Services and Equipment

► Immediately strengthens CGGVeritas' fleet high-end capability and expertise

E d d ff i f S l i h i i h l► Expands product offering of Sercel with innovative technology

► Provides strong profitable growth potential with a good visibility into 2009

► Immediately accretive both on EPS and cash flow before synergies

Uniquely positioned to meet the challenges of our clients

- 15 -The securities offered will not be or have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement of the Securities Act.

Combination with Wavefield Inseis ASA · Total debt (455) 2,026 175(2) (29) 2,201 (484) Net debt...

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